| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| |
| SCHEDULE 13G |
| Under the Securities Exchange of 1934 |
| New Gold Inc. |
| |
| (Name of Issuer) |
| common shares, no par value per share |
| (Title of Class of Securities) |
| 644535106 |
| (CUSIP Number) |
| February 7, 2006 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | |
| x | Rule 13d-1(c) | |
| o | Rule 13d-1(d) |
| CUSIP No. 644535106 | 13G |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eike F. Batista |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC USE ONLY |
||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Federative Republic of Brazil |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 |
|
| 6 | SHARED
VOTING POWER
1,202,100 |
||
| 7 | SOLE
DISPOSITIVE POWER 0 |
||
| 8 | SHARED
DISPOSITIVE POWER
1,202,100 |
||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,202,100 |
||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
|
||
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 5.0% |
||
| 12 | TYPE
OF REPORTING PERSON* IN |
||
Page 2 of 6 |
Item 1(a). Name of Issuer:
New Gold Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
601-595 Howe Street, Vancouver, B.C. V6C 2T5
Item 2(a). Name of Person Filing:
See Item 1 of the cover page.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of the person filing is: Praia do Flamengo, 154 — 10th Floor, Flamengo, 22210-030 Rio de Janeiro, RJ, Brazil.
Item 2(c). Citizenship:
See Item 4 of the cover page.
Item 2(d). Title of Class of Securities:
Common shares, no par value (“Common Stock”)
Item 2(e). CUSIP Number:
644535106
| Item 3. | If this Statement is Filed Pursuant to Rule §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Page 3 of 6
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
| (a) | Amount beneficially owned: 1,202,100 shares of Common Stock | |
| (b) | Percent of class: 5.0% | |
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or to direct the vote: 0 | |
| (ii) | Shared power to vote or to direct the vote: 1,202,100 shares of Common Stock. | |
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |
| (iv) | Shared power to dispose or to direct the disposition of: 1,202,100 shares of Common Stock. | |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See Exhibit A hereto.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on |
| by the Parent Holding Company. |
See Exhibit A hereto.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2006
| EIKE F. BATISTA | ||
| By: | /s/ Eike F. Batista | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
Centennial Asset Ltd. (“Centennial”), a company organized under the laws of the British Virgin Islands, directly owns the 1,202,100 shares of Common Stock to which this statement on Schedule 13G relates. Centennial is a wholly-owned direct subsidiary of WRM2 LLC (“WRM2”), a limited liability company organized under the laws of the State of Delaware. The sole member of WRM2 is WRM1 LLC (“WRM1”), a limited liability company organized under the laws of the State of Delaware. Eike F. Batista is the sole member of WRM1.